UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 21, 2009
(August 21, 2009)
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50743
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77-0602661 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 300 Third Street, Cambridge, MA
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02142 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 551-8200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On August
21, 2009, John A. Schmidt, M.D., confirmed his resignation as Chief Scientific Officer
of Alnylam Pharmaceuticals, Inc. (the “Company”), effective as of September 30, 2009. In
connection with Dr. Schmidt’s resignation, in consideration for his continued service through
September 30, 2009 and his agreement to a general release and certain other standard terms and
conditions, the Company has agreed to provide Dr. Schmidt with the following severance pay and
benefits: (i) severance in the gross amount of two hundred twelve thousand, five hundred dollars
($212,500) (an amount equal to six (6) months of Dr. Schmidt’s gross base salary); (ii) the full
cost of any COBRA premiums until the earlier of March 31, 2010 and the date Dr. Schmidt becomes
eligible for coverage under the group health plan of another employer; and (iii) reimbursement of
outplacement services up to a maximum amount of ten thousand dollars ($10,000). In addition, the
Company waived its right to repayment by Dr. Schmidt of a sign-on bonus and certain relocation and
related expenses provided pursuant to the terms of Dr. Schmidt’s offer of employment.